DoorDash to Acquire Maplebear (Instacart) in Multi-Billion Dollar Transaction

Executive Summary

On October 28, 2026, Maplebear Inc. (d/b/a Instacart, NASDAQ: CART) entered into a definitive Agreement and Plan of Merger with DoorDash, Inc. (NASDAQ: DASH) and its subsidiary Ibiza Merger Sub, Inc. Pursuant to the agreement, DoorDash will acquire Instacart in a landmark consolidation of two leading on-demand delivery and marketplace platforms.

Transaction Structure & Consideration

Stockholders of Maplebear Inc. will be entitled to elect consideration on a per-share basis, subject to customary proration mechanisms:

1. Cash Election: $65.00 in cash without interest.
2. Stock Election: 0.3372 shares of DoorDash Class A common stock (subject to potential issuance of Class C shares).
3. Mixed Election: $48.75 in cash plus 0.08430 shares of DoorDash Class A common stock.
4. Non-Election: Deemed to receive the Cash Consideration of $65.00 per share.

The aggregate stock consideration is capped at the level that would have resulted if all shares had elected the Mixed Consideration.

Termination Fees & Deal Protections

• Company Termination Fee: $650,000,000 payable by Instacart under specified conditions (e.g., acceptance of a Superior Proposal or adverse recommendation change).
• Expense Reimbursement: Up to $25,000,000 payable by Instacart if stockholders fail to approve the transaction.
• Regulatory Termination Fee: $1,250,000,000 payable by DoorDash under specified antitrust/regulatory failure circumstances.
• Outside Date: 12 months post-signing, with up to four 3-month automatic extensions if antitrust clearances remain pending.

Voting Support & Governance

• Major shareholders D1 Capital Partners L.P. and Sequoia Capital Operations, LLC have entered into Voting and Support Agreements agreeing to vote their shares in favor of the transaction.
• The Board of Directors of Maplebear Inc. has unanimously approved the merger agreement and recommended adoption by stockholders.

Market Implications

This transaction represents a transformational consolidation in the delivery and grocery e-commerce landscape, uniting two market leaders. Given the combined market share in retail and grocery delivery, regulatory scrutiny under the Hart-Scott-Rodino (HSR) Act and international competition authorities (Canada and Israel) will be a critical focal point during the pendency of the merger.